KEYCORP /NEW/ — Director's Dealing 2011

Feb 28, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2011-02-25

Reporting Person: Harris Paul N (EVP, Gen. Counsel & Secretary)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-25	Phantom Shares	$0	A	872	Acquired	2011-02-25	Commons Shares (872)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	37014	Direct
Common Shares	17400	Indirect

Footnotes

F1: As of December 31, 2010.

F2: KeyCorp contribution into Deferred Savings Plan.

F3: Conversion to common shares is on a one to one basis.